TD CEO to Exercise Options, Donate Portion to Charity

TORONTO, Oct. 6 /CNW/ - TD Bank Financial Group (TDBFG or TD) announced that Ed Clark, President and CEO, advised of his intention to enact an automatic plan to exercise up to approximately 550,000 options for TD common shares, which represent approximately 20% per cent of his outstanding options. Mr. Clark intends to donate approximately 40% of the pre-tax net proceeds to charity and to sell the remaining shares, using part of the proceeds to cover exercise costs and taxes. As reported in TD's proxy circular, Mr. Clark has a share ownership requirement of 10 times his base salary which he exceeds by a significant margin.

The options were granted to Mr. Clark in December 2001 and 2004 as part of his performance-based compensation. These options will expire and lose all value in December 2011.

Mr. Clark's plan includes a timetable to exercise stock options at weekly intervals as long as a pre-determined minimum price is met. This timetable is meant to promote an orderly, automatic exercise process.

Mr. Clark made the decision to exercise these options at this time due to TD's conservative trading restrictions policies that could prevent him from trading TD shares, including exercising options, for potentially long periods of time. Under these policies, trading is not permitted for at least six weeks prior to each quarterly release. From time to time, particular circumstances arise that further restrict trading and the combined effect can be a blackout for certain individuals for the better part of a year.

This announcement is being made in accordance with TD's policies under which named executive officers such as Mr. Clark must pre-disclose to the public, by way of a press release, any intention to trade in TD common shares. Mr. Clark has other outstanding options that are approaching expiry in the coming years, and his intention to exercise these options before they expire will also be pre-disclosed in accordance with these policies.

Mr. Clark's donation will be administered by the Private Giving

Foundation, a donor-advised endowment created by TD Waterhouse to tackle long-term community challenges and meet immediate needs. The donation is being directed to charities that Mr. Clark has been personally involved with for many years.

More information about the Private Giving Foundation can be found at www.tdwaterhouse.ca/privategiving.

About TD Bank Financial Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Financial Group. TD Bank Financial Group is the sixth largest bank in North America by branches and serves approximately 17 million customers in four key businesses operating in a number of locations in key financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trust and TD Insurance; Wealth Management, including TD Waterhouse and an investment in TD Ameritrade; U.S. Personal and Commercial Banking through TD Bank, America's Most Convenient Bank; and Wholesale Banking, including TD Securities. TD Bank Financial Group also ranks among the world's leading online financial services firms, with more than 5.5 million online customers. TD Bank Financial Group had CDN$545 billion in assets on July 31, 2009. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

SOURCE TD Bank Group

For further information: For further information: Mohammed Nakhooda, TD Bank Financial Group, (416) 983-8622, mohammed.nakhooda@td.com


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